Contrat de cession d'actions (intragroupe)

This template contains a simplified, Swiss-law governed share purchase agreement (contrat de cession d’actions) which is tailored for intra-group transactions between two Swiss corporations (sociétés anonymes). The questionnaire and the agreement it produces are in French. Please note that templates in German and English are also available.

The agreement assumes that 100% of the shares of a target company in the form of a stock corporation are transferred from a (group internal) seller to a (group internal) purchaser. Further, the agreement assumes that the completion (closing) of the transaction shall take place immediately after the signing of the agreement. The completion consists of the payment of the purchase price by the purchaser and the delivery of the usual closing documents by the seller (such as the share certificates or assignment declarations, the board resolution of the target company regarding the approval of the purchaser as new shareholder, the updated share register etc.).

The agreement further contains customary representations and warranties of both parties as well as usual miscellaneous provisions.

Please note that all ancillary documents which are required to execute the transfer of the shares (assignment declarations, board resolution, share register etc.) are not included in this template.

Terms which are configurable to the user’s needs include:

• Details of the seller;
• Details of the purchaser;
• Details of the target company;
• Details regarding the purchase price and payment details;
• Details regarding the closing mechanism;
• Transfer of risks and benefits; and
• Allocation of costs and expenses.

Terms of Use

The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal Froriep AG (MLL) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.

With respect to the sale of legal documents by MLL to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:

• Users are permitted to access the document-generation interview for 90 days from the date of purchase.
• Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
• In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
• Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of MLL, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.

Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and MLL as follows:

• These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
• The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between MLL and you.

Data Privacy Information

The collection and processing of your personal data entered in the course of the creation of your automated template is subject to the Privacy Policy for the PartnerVine Platform as referred to in the PartnerVine Terms.

Further the data may be collected and stored by the hosting platform of Coupa Software UK Limited, 17 Bevis Marks, 4th Floor, London EC3A 7LN (Coupa). Coupa provides the software with which automated templates offered by MLL are being created. Coupa’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.